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 | 2003 |
Articles of Incorporation
Articles of Incorporation (123K)
Doc #421137: Click preview link for longer preview.
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of Incorporation, for which corporations may be incorporated under the Virginia Stock Corporation Act. . . .
421137
|
 Bank One
As referenced in this Articles of Incorporation:
Bank One, Na – Securities Intermediary under the Indenture, denominated the Indenture Distribution Account, and maintained in the name of the Indenture Trustee on behalf of the holders of the Notes.
Indenture Trustee means Bank One, Na tional Association, in its capacity as trustee under the Indenture or any successor thereto under the Indenture.
Independent Investment Banker means one of the Reference Treasury Dealers appointed by the
_____________
Bank One, Na – means the Participation Agreement to be entered into among the Corporation, the Company, Blue Ridge Telecom Trust, DT Services, Inc., Piedmont Share Trust, Monument Overfund Trust, Wilmington Trust Company and Bank One, Na tional Association.
Person means any individual, trust, estate, association, Business Entity or other entity or a government or any political subdivision or agency thereof.
Pre-Extension Period Retirement Option means
_____________
Bank One, Na – Services, a division of The McGraw-Hill Companies, Inc., or any successor by merger, consolidation or otherwise to its business.
Scheduled Maturity Date means March 15, 2005.
Securities Intermediary means Bank One, Na tional Association, in its capacity as securities intermediary under the Indenture or any successor thereto under the Indenture.
Senior Securities shall have the meaning specified in Section 7 hereof.
Series
_____________
dt 1374978
;
Dominion
As referenced in this Articles of Incorporation:
Dominion Resources, Inc. –
Articles of Incorporation
EX-3.1 3 dex31.htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for
_____________
Dominion Resources, Inc. – htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of
_____________
DOMINION RESOURCES, INC. – Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC.
Article I
The name of the corporation is Dominion Resources, Inc. (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation
_____________
Dominion Resources, Inc. – and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC.
Article I
The name of the corporation is Dominion Resources, Inc. (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation hereby are amended to create a series of the Corporations Preferred
_____________
DOMINION RESOURCES, INC
– any such dividends, distributions, redemptions, repurchases or acquisitions are declared and paid or made pro rata among the Series A Preferred Stock and such Parity Securities.
Dated: March 12, 2001
DOMINION RESOURCES, INC
By: /s/
PATRICIA A. WILKERSON
Name:
Patricia A. Wilkerson
Title:
Vice President & Corporate Secretary
.
19
Appendix A
The following terms shall have the meanings set forth below when
_____________
dt 1546481
;
Dominion
As referenced in this Articles of Incorporation:
Dominion Resources, Inc. –
Articles of Incorporation
EX-3.1 3 dex31.htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for
_____________
Dominion Resources, Inc. – htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of
_____________
DOMINION RESOURCES, INC. – Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC.
Article I
The name of the corporation is Dominion Resources, Inc. (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation
_____________
Dominion Resources, Inc. – and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC.
Article I
The name of the corporation is Dominion Resources, Inc. (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation hereby are amended to create a series of the Corporations Preferred
_____________
DOMINION RESOURCES, INC
– any such dividends, distributions, redemptions, repurchases or acquisitions are declared and paid or made pro rata among the Series A Preferred Stock and such Parity Securities.
Dated: March 12, 2001
DOMINION RESOURCES, INC
By: /s/
PATRICIA A. WILKERSON
Name:
Patricia A. Wilkerson
Title:
Vice President & Corporate Secretary
.
19
Appendix A
The following terms shall have the meanings set forth below when
_____________
dt 1546650
;
|
McGraw-Hill Companies
As referenced in this Articles of Incorporation:
McGraw-Hill Companies, Inc – Common Stock.
Rights Events shall have the meaning ascribed to such term in the definition of Rights.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor by merger, consolidation or otherwise to its business.
Scheduled Maturity Date means March 15, 2005.
Securities Intermediary means Bank One, National Association, in its capacity as
_____________
dt 1516547
;
Dominion
As referenced in this Articles of Incorporation:
Dominion Resources, Inc –
Articles of Incorporation
EX-3.1 3 dex31.htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc .
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc.
Article II.
Purpose
The purpose for
_____________
Dominion Resources, Inc – htm ARTICLES OF INCORPORATION
Exhibit 3.1
Dominion Resources, Inc.
Articles of Incorporation
As amended and restated
Effective August 9, 1999
Article I.
Name
The name of the Corporation is Dominion Resources, Inc .
Article II.
Purpose
The purpose for which the Corporation is organized is to transact any and all lawful business, not required to be specifically stated in the Articles of
_____________
DOMINION RESOURCES, INC – Directors, officers, employees or agents shall include former Directors, officers, employees and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC .
Article I
The name of the corporation is Dominion Resources, Inc. (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation
_____________
Dominion Resources, Inc – and agents and their respective heirs, executors and administrators.
8
ARTICLES OF AMENDMENT
ESTABLISHING
SERIES A PREFERRED STOCK
OF DOMINION RESOURCES, INC.
Article I
The name of the corporation is Dominion Resources, Inc . (the Corporation).
Article II
The Amended and Restated Articles of Incorporation, as amended (the Articles), of the Corporation hereby are amended to create a series of the Corporations Preferred
_____________
DOMINION RESOURCES, INC – any such dividends, distributions, redemptions, repurchases or acquisitions are declared and paid or made pro rata among the Series A Preferred Stock and such Parity Securities.
Dated: March 12, 2001
DOMINION RESOURCES, INC
By: /s/
PATRICIA A. WILKERSON
Name:
Patricia A. Wilkerson
Title:
Vice President & Corporate Secretary
.
19
Appendix A
The following terms shall have the meanings set forth below when
_____________
dt 1381800
;
 Milbank Tweed
As referenced in this Articles of Incorporation:
Milbank, Tweed – in accordance with applicable securities laws and (ii) the tenth Trading Day following the Remarketing Notification Date, and (b) if a Failed Registration has occurred, the earliest date upon which Milbank, Tweed , Hadley & McCloy LLP or other national or international securities counsel selected by the Remarketing Agents and approved by Dominion advises, in writing, that a private placement of the
_____________
dt 1487167
|
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Full Doc
| 2003 |
Limited Liability Company Agreement [Amended and Restated]
Limited Liability Company Agreement [Amended and Restated] (132K)
Doc #161755: Click preview link for longer preview.
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DEARBORN CENTER, L.L.C.
Dated as of October 8, 2003
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS...................................................1
Section 1.1 Certain Definitions.....................................1
ARTICLE II formation.....................................................8
Section 2.1 Formation of Company....................................8
Section 2.2 Name of Company.........................................8
Section 2.3 Purposes and Objectives.................................8
Section 2.4 Term....................................................8
Section 2.5 Principal place of Business.............................8
ARTICLE III REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGMENTS..............9
Section 3.1 Representations of the Members..........................9
Section 3.2 Effect of this Agreement................................9
Section 3.3 Litigation.............................................10
ARTICLE IV CAPITAL CONTRIBUTIONS........................................10
Section 4.1 Capital Account........................................10
Section 4.2 Capital Contributions..................................10
Section 4.3 Contributions of Invested Capital......................11
Section 4.4 Return of Capital......................................12
ARTICLE V ALLOCATIONS AND DISTRIBUTIONS................................12
Section 5.1 Cash Distribution......................................12
Section 5.2 Distributions of Distributable Cash....................13
Section 5.3 Net Sale or Refinancing Proceeds.......................13
Section 5.4 Allocations of Profit..................................14
Section 5.5 Losses.................................................14
ARTICLE VI ACCOUNTING, TAXATION, AND OTHER MATTERS......................15
Section 6.1 Company Fiscal Year....................................15
Section 6.2 Location of Records; Inspection........................15
Section 6.3 Books of Account.......................................15
Section 6.4 Reports................................................15
Section 6.5 Taxation...............................................16
Section 6.6 Tax Returns and Audits.................................18
Section 6.7 Other Reports..........................................19
Section 6.8 Bank Accounts; Investments.............................19
Section 6.9 Insurance..............................................19
Section 6.10 Record Retention.......................................20
Section 6.11 The Company Accountant.................................20
Section 6.12 Delegation of Responsibility...........................20
ARTICLE VII MANAGEMENT OF THE COMPANY....................................20
Section 7.1 Administrative Member..................................20
Section 7.2 Duties of Administrative Member; Agents................21
Section 7.3 Major Decisions........................................21
Section 7.4 Non-Delegation.........................................23
Section 7.5 Prime Assumed Obligations..............................23
Section 7.6 REIT Compliance........................................23
ARTICLE VIII OTHER BUSINESS...............................................25
Section 8.1 Conflicts of Interest..................................25
Section 8.2 German Interests.......................................25
ARTICLE IX TRANSFERABILITY..............................................26
Section 9.1 General................................................26
Section 9.2 Notwithstanding the foregoing, no consent shall
be required if the Transferee is an Affiliate
of the Transferor......................................26
Section 9.3 Permitted Transfers....................................26
Section 9.4 Transferee Not Member in Absence of Consent............26
ARTICLE X DISSOLUTION AND TERMINATION..................................27
Section 10.1 Dissolution............................................27
Section 10.2 Termination............................................27
Section 10.3 Activities During Wind Up..............................27
Section 10.4 Liquidation............................................27
ARTICLE XI PURCHASE OPTIONS.............................................28
Section 11.1 Prime Purchase Option..................................28
Section 11.2 UST Purchase Option....................................29
Section 11.3 General Conditions.....................................30
Section 11.4 Enforcement............................................31
Section 11.5 Continuation of Options................................31
ARTICLE XII NO WAIVER....................................................31
ARTICLE XIII NO RIGHT TO PARTITION........................................32
ARTICLE XIV GENERAL......................................................32
Section 14.1 Entirety of Agreement..................................32
Section 14.2 Notices................................................32
Section 14.3 Further Assurances.....................................33
Section 14.4 Applicable Law and Choice of Forum.....................33
Section 14.5 Counterparts...........................................33
Section 14.6 Headings...............................................34
Section 14.7 Waiver.................................................34
Section 14.8 Public Announcements...................................34
Section 14.9 Pronouns and Plurals...................................34
Section 14.10 Force Majeure..........................................34
Section 14.11 Section Numbers........................................34
Section 14.12 Notice of Litigation...................................35
Section 14.13 Severability...........................................35
Section 14.14 No Drafting Presumption................................35
Section 14.15 Third-Party Beneficiaries..............................35
Section 14.16 Remedies...............................................35
Section 14.17 Designation of Forum and Consent to Jurisdiction.......35
Section 14.18 Waiver of Jury Trial...................................35
Section 14.19 Binding Agreement......................................35
Section 14.20 Exculpation............................................35
Section 14.21 Performance/Holidays...................................36
Section 14.22 Prime TIF Advance......................................36
EXHIBIT A Loan Documents
EXHIBIT B Annual Plans
EXHIBIT C Restricted Services
{PAGE}
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
This Amended and Restated Limited Liability Company Agreement
("Agreement") is entered into as of the 8th day of October, 2003 (the "Effective
Date"), between UST XI DEARBORN, LTD. ("UST"), a limited partnership organized
under the laws of the State of Florida, and PRIME GROUP REALTY, L.P. ("Prime"),
a limited partnership organized under the laws of the State of Delaware, both of
which are sometimes referred to as the "Members" and individually as a "Member."
In consideration of the mutual promises contained herein the Members agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Definitions. Without limitation of the applicability of
other defined terms used herein, the following terms shall have the following
meanings when used in this Agreement:
1.1.1 "Act" means the Delaware Limited Liability Company Act.
1.1.2 "Additional Capital Contributions" shall have the meaning set forth
in Section 4.2.2.
1.1.3 "Administrative Member" shall have the meaning set forth in Section
7.1.
1.1.4 "Affiliate" means any Person directly or indirectly controlling,
controlled by or under common control with another Person, with control in such
context meaning the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of another, whether
through the ownership of voting securities, by contract or otherwise.
1.1.5 "Annual Plans" shall have the meaning set forth in Section 7.2(b).
1.1.6 "Bank One" shall have the meaning set forth in Section 11.3.5.
1.1.7 "Bank One Lease" shall have the meaning set forth in Section 11.3.5.
1.1.8 "Bank One First Offer Rights" shall have the meaning set forth in
Section 11.3.5.
1.1.9 "Bank One Rights" shall have the meaning set forth in Section 11.3.5.
1.1.10 "Capital Account" shall have the meaning set forth in Section 4.1.1.
1.1.11 "Capital Contribution" means, with respect to any Member, the amount
of money and the initial fair market value of any property (other than money),
net of the amount of any debt to which such property is subject, contributed to
the Company with respect to the Membership Interest in the Company held by such
Member. The Capital Contributions of the Members on the date of this Agreement
are detailed in Section 4.2.1 of this Agreement.
1.1.12 "Capital Transaction" shall mean (a) any event or Company
transaction (other than receipt of a Capital Contribution) not in the ordinary
course of the Company's business, including (i) a sale or other disposition of
all or substantially all of the Property, and (ii) any damage to or
condemnation, destruction or loss of all or any portion of the Company's assets
resulting in receipt by the Company of condemnation awards or insurance proceeds
on the basis of actual or constructive total loss (other than business
interruption insurance proceeds), in excess of the amounts, if any, of such
awards or proceeds applied to the acquisition or reconstruction of Company
assets; and (b) any financing or refinancing of all or substantially all of the
Company's assets or of indebtedness of the Company.
1.1.13 "City Agreement" means that certain Dearborn Center Redevelopment
Agreement dated August 1, 2002 between the City of Chicago and the Company as
amended, modified and supplemented as of the date hereof.
1.1.14 "Code" means the Internal Revenue code of 1986, as amended, or any
successor or replacement statute.
1.1.15 "Company" means Dearborn Center, L.L.C., a Delaware limited
liability company.
1.1.16 "Company Accountant" shall have the meaning set forth in Section
6.11.
1.1.17 "Company Accounts" shall have the meaning set forth in Section 6.8.
1.1.18 "Contribution Agreement" means the Contribution Agreement dated as
of August 4, 2003, as amended by that certain First Amendment to Contribution
Agreement, dated as of August 18, 2003, as amended by that certain Second
Amendment to Contribution Agreement, dated as of August 29, 2003, and as further
amended by that certain Third Amendment to Contribution Agreement, dated as of
October 8, 2003, between WELP and Prime, which has been assigned by WELP to UST.
1.1.19 "Current Leases" shall mean, for purposes of determining the
purchase price under the Prime Purchase Option or the UST Purchase Option, as
applicable, all signed leases for space in the Property; provided, however, that
Current Leases shall not include any lease for which a tenant has notified the
Company in writing that such tenant is terminating the lease pursuant to a
termination clause included in such lease.
1.1.20 "Depreciation" means for each Company fiscal year or other period,
an amount equal to the depreciation, amortization, or other cost recovery
deduction allowable for Federal income tax purposes with respect to an asset for
such year or other period, except that if an asset of the Company is reflected
on the books of the Company at a book value that differs from the adjusted tax
basis of such asset pursuant to Section 1.704-1(b) (2) (iv) (d) or 1.704-1(b)
(2) (iv) (f) of the Regulations, depreciation, amortization, or other cost
recovery deductions shall be computed for book purposes with respect to such
asset pursuant to Section 1.704-1(b)(2)(iv)(g) of the Regulations.
1.1.21 "Distributable Cash" shall have the meaning set forth in Section
5.1.
1.1.22 "Distribution Date" means each date on which a distribution of
Distributable Cash is to be made pursuant to Section 5.1.
161755
|
Bank One
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Bank one, NA – amended or modified,
the "Bank One Lease") between the Company (as successor in interest to
Prime/Beitler Development Company, L.L.C.) and Bank one, NA ("Bank One"), Bank
One was granted certain rights and options in connection with the sale or
refinancing of the Property (the rights
_____________
dt 100083
;
Prime Group
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Prime Group Realty Trust, – the Contribution Agreement.
1.1.52 "Property Manager" means Prime Group Realty Services, Inc., a
Maryland corporation.
1.1.53 "Protected REIT" means Prime Group Realty Trust, a Maryland real
estate investment trust.
1.1.54 "Regulations" mean the temporary and final income tax regulations
promulgated under the Code
_____________
Prime Group Realty Trust, – Delaware 19801. The name and address of the
registered agent of the Company in Illinois is Prime Group Realty, L.P. c/o
Prime Group Realty Trust, 77 West Wacker Drive, Suite 3900, Chicago, Illinois
60601, Attention: General Counsel. Prime shall promptly send a copy of any
notice received
_____________
Prime Group Realty Trust, – to be
executed by their respective duly authorized officers as of the date first above
written.
PRIME:
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, a Maryland
real estate investment trust,
its managing partner
By: /s/ Jeffrey A. Patterson
------------------------
Its: Co-President
UST:
UST XI DEARBORN, LTD.
_____________
dt 110158
;
Jenner & Block
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Jenner & Block
– Wacker Drive, Suite 3900
Chicago, IL 60601
Attention: James F. Hoffman
With a copy to:
Jenner & Block
One IBM Plaza
Chicago, IL 60611
Attention: Donald I. Resnick
If to UST:
Estein &
dt 37563
;
| Dearborn Center, L.L.C.;
UST XI Dearborn, Ltd.;
Prime Group Realty, L.P.
|
| Preview
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| 2003 |
Limited Liability Company Agreement
Limited Liability Company Agreement (61K)
Doc #161889: Click preview link for longer preview.
LIMITED LIABILITY COMPANY AGREEMENT
OF
BANK ONE AUTO SECURITIZATION LLC
This Limited Liability Company Agreement of Bank One Auto Securitization LLC is entered into by Bank One, National Association as the sole equity member and Dean A. Christiansen, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
The Member, by execution of this Agreement, hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. 18-101 et seq.), as amended from time to time (the Act), and this Agreement, and hereby desires that this Agreement be, and hereby is, the sole governing document of the Company. The Special Member and Member, hereby agree as follows:
Section 1.
Name.
The name of the limited liability company formed and continued hereby is Bank One Auto Securitization LLC.
Section 2.
Principal Business Office.
The principal business office of the Company shall be located at Mail Code DE1-1001, 201 N. Walnut Street, Wilmington, Delaware 19801, or such other location as may hereafter be determined by the Member.
Section 3.
Registered Office.
The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
Section 4.
Registered Agent.
The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Corporate Trust Center, in the City of Wilmington, County of New Castle, Delaware 19801.
Section 5.
Members.
(a)
The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.
(b)
Subject to Section 9(j), the Member may act by written consent.
(c)
Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Member shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company.
161889
|
Bank One
As referenced in this Limited Liability Company Agreement:
Bank One, Na – COMPANY AGREEMENT
OF
BANK ONE AUTO SECURITIZATION LLC
This Limited Liability Company Agreement of Bank One Auto Securitization LLC is entered into by Bank One, Na tional Association as the sole equity member and Dean A. Christiansen, as the Special Member (as defined on Schedule A hereto). Capitalized terms
_____________
BANK ONE, NA – intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the 21st day of July 2003.
MEMBER:
BANK ONE, NA TIONAL ASSOCIATION
By: /s/ Tod J. Gordon
Name: Tod J. Gordon
Title: Senior Vice President
SPECIAL MEMBER:
/s/ Dean A. Christiansen
Name: Dean
_____________
Bank One, Na – of the Company, or sell substantially all of the assets of the Company other than in accordance with a Securitization Agreement.
Member means Bank One, Na tional Association, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a
_____________
Bank One, Na – document shall be references to such parts of this Agreement.
SCHEDULE B
Member
Name
Mailing Address
Agreed Value of
Capital Contribution
Membership
Interest
Bank One, Na tional Association
100 East Broad Street, Columbus, Ohio 43215
$100
100%
SCHEDULE C
Director Agreement
July __, 2003
For good and valuable consideration,
_____________
dt 100085
;
Dean A. Christiansen;
| Bank One Auto Securitization LLC
|
| Preview
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| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (106K)
Doc #448561: Click preview link for longer preview.
H. J. Heinz Finance Company
6.625% Guaranteed Notes due July 15, 2011
unconditionally and irrevocably by
H. J. Heinz Company
---------
Exchange and Registration Rights Agreement
June 27, 2001
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs . . .
448561
|
Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
A-7
{PAGE}
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1 Bank One Plaza
Chicago, IL 60670
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "
_____________
Bank One, Na – COUNSEL AT:
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
A-7
{PAGE}
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1 Bank One Plaza
Chicago, IL 60670
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.625% Guaranteed Notes due July 15, 2011
Dear Sirs:
_____________
dt 1374985
;
HSBC Securities
As referenced in this Exchange and Registration Rights Agreement:
HSBC Securities (USA) Inc – Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc .
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On
_____________
dt 1327861
;
|
UBS Warburg
As referenced in this Exchange and Registration Rights Agreement:
UBS Warburg LLC – P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On behalf of each of the Purchasers
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
(Date
_____________
dt 1538348
;
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
Banc of America Securities LLC – J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
_____________
dt 1355384
;
More... |
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Full Doc
| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (110K)
Doc #448562: Click preview link for longer preview.
H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc.,
As representative of the several Purchasers
named in Schedule I . . .
448562
|
Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H.
_____________
Bank One, Na – THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.00% Guaranteed Notes due
_____________
dt 1374986
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc .,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement,
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
H. J. Heinz Finance
_____________
J.P. Morgan Securities Inc – mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as
of February 28, 2002 between J.P. Morgan Securities Inc ., as representative
of the several Purchasers named in Schedule I thereto, the Company and the
Guarantor relating to the Securities.
"Purchasers" shall mean the several Purchasers named in Schedule
_____________
J.P. Morgan Securities Inc – Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
President
H. J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
Treasurer
Accepted as of the date hereof:
J.P. Morgan Securities Inc .
On behalf of each of the several Purchasers
By: /s/ Maria Sramek
.................................................
Maria Sramek
Vice President
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
-------------------------------
(
_____________
dt 1492474
|
| Preview
Full Doc
| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (109K)
Doc #448563: Click preview link for longer preview.
H. J. Heinz Finance Company
6.75% Guaranteed Notes due March 15, 2032
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc.,
As representative of the several Purchasers
named in Schedule I . . .
448563
|
Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H.
_____________
Bank One, Na – THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.75% Guaranteed Notes due
_____________
dt 1374987
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – H. J. Heinz Finance Company
6.75% Guaranteed Notes due March 15, 2032
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc .,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement,
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
H. J. Heinz Finance
_____________
J.P. Morgan Securities Inc – mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
February 28, 2002 between J.P. Morgan Securities Inc ., as representative
of the several Purchasers named in Schedule I thereto, the Company and the
Guarantor relating to the Securities.
"Purchasers" shall mean the several Purchasers named in Schedule
_____________
J.P. Morgan Securities Inc – Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
President
H. J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
Treasurer
Accepted as of the date hereof:
J.P. Morgan Securities Inc .
On behalf of each of the several Purchasers
By: /s/ Maria Sramek
.................................................
Maria Sramek
Vice President
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
(
_____________
dt 1492475
|
| Preview
Full Doc
| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (106K)
Doc #1582745: Click preview link for longer preview.
H. J. Heinz Finance Company
6.625% Guaranteed Notes due July 15, 2011
unconditionally and irrevocably by
H. J. Heinz Company
---------
Exchange and Registration Rights Agreement
June 27, 2001
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 . . .
1582745
|
Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
A-7
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1 Bank One Plaza
Chicago, IL 60670
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "
_____________
Bank One, Na – COUNSEL AT:
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
A-7
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1 Bank One Plaza
Chicago, IL 60670
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.625% Guaranteed Notes due July 15, 2011
Dear Sirs:
_____________
dt 1375048
;
HSBC Securities
As referenced in this Exchange and Registration Rights Agreement:
HSBC Securities (USA) Inc – Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc .
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On
_____________
dt 1327983
;
|
UBS Warburg
As referenced in this Exchange and Registration Rights Agreement:
UBS Warburg LLC – P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On behalf of each of the Purchasers
22
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
(Date
_____________
dt 1538833
;
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
Banc of America Securities LLC – J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
_____________
dt 1357643
;
More... |
| Preview
Full Doc
| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (111K)
Doc #1582748: Click preview link for longer preview.
H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc.,
As representative of the several Purchasers
named in Schedule I to the Purchase . . .
1582748
|
Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H.
_____________
Bank One, Na – THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.00% Guaranteed Notes due
_____________
dt 1375049
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc .,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement,
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
H. J. Heinz Finance
_____________
J.P. Morgan Securities Inc – mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as
of February 28, 2002 between J.P. Morgan Securities Inc ., as representative
of the several Purchasers named in Schedule I thereto, the Company and the
Guarantor relating to the Securities.
"Purchasers" shall mean the several Purchasers named in Schedule
_____________
J.P. Morgan Securities Inc – Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
President
H. J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
Treasurer
Accepted as of the date hereof:
J.P. Morgan Securities Inc .
On behalf of each of the several Purchasers
By: /s/ Maria Sramek
.................................................
Maria Sramek
Vice President
22
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
-------------------------------
(
_____________
dt 1494727
|
| Preview
Full Doc
| 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (110K)
Doc #1582751: Click preview link for longer preview.
H. J. Heinz Finance Company
6.75% Guaranteed Notes due March 15, 2032
unconditionally and irrevocably guaranteed by
|